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DocuSign Envelope ID:AD43A22F-6754-4919-9754-D100376EF19E <br /> the County may withhold payment of all or a portion of the amount stated on an invoice <br /> until the parties resolve the dispute. Payment for Basic Services shall become due and <br /> payable in direct proportion to satisfactory services performed and work accomplished. <br /> Payments will be made as percentages of the whole as Project milestones as set out in <br /> Section 3(a)(ii) are achieved. (For example, if there are 10 Project Tasks with Milestone <br /> Dates then Provider may invoice for the first 10% of the whole upon County's <br /> acknowledgement of the satisfactory completion of Task one. Upon the County's <br /> acknowledgement that the second Task has been satisfactorily completed Provider may <br /> invoice for the next 10% of the whole.) <br /> b. Additional Services. County shall not be responsible for costs related to any services in <br /> addition to the Basic Services performed by Provider unless County requests such <br /> additional services in writing and such additional services are evidenced by a written <br /> amendment to this Agreement. <br /> 6. Responsibilities of the County <br /> a. Cooperation and Coordination. The County has designated (the Director of Orange <br /> County Solid Waste) to act as the County's representative with respect to the Project and <br /> shall have the authority to render decisions within guidelines established by the County <br /> Manager and/or the County Board of Commissioners and shall be available during <br /> working hours as often as may be reasonably required to render decisions and to furnish <br /> information. <br /> 7. Insurance <br /> a. General Requirements. Provider shall obtain, at its sole expense, Commercial General <br /> Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any <br /> additional insurance as may be required by County's Risk Manager as such insurance <br /> requirements are described in the Orange County Risk Transfer Policy and Orange <br /> County Minimum Insurance Coverage Requirements (each document is incorporated <br /> herein by reference and may be viewed at <br /> http://www.orangecountync.gov/departments/purchasing division/contracts.php.) If <br /> County's Risk Manager determines additional insurance coverage is required such <br /> additional insurance shall consist of (if no additional insurance required mark <br /> N/A as being not applicable). Provider shall not commence work until such insurance is <br /> in effect and certification thereof has been received by the County's Risk Manager. <br /> 8. Indemnity <br /> a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County <br /> from all loss, liability, claims or expense, including attorney's fees, arising out of or <br /> related to the Project and arising from property damage or bodily injury including death <br /> to any person or persons caused in whole or in part by the negligence or misconduct of <br /> the Provider except to the extent same are caused by the negligence or willful <br /> misconduct of the County. It is the intent of this provision to require the Provider to <br /> indemnify the County to the fullest extent permitted under North Carolina law. <br /> 9. Amendments to the Agreement <br /> Revised 2/17 4 <br />